Adnodd Board meeting: 28 April 2026 09:30-13:30

Adnodd:

• Gethin Davies, Chair (GD)
• Mair Gwynant, Chair of ARAC (MG)
• Lesley Bush (LB)
• Sioned Roberts (SR)
• Huw Jones (HJ)
• Nicola Wood (NW)
• Emyr George, Chief Executive (EG)
• Lleucu Siencyn, Director of Strategy and Delivery (LlS)
• Kirsty Davies, Director of Corporate Services (KD)
• Branwen Edwards, Secretariat (BE).

Partners:         Nia Bennett, Effectus HR (NB) – item 10 only

The Chair welcomed all attendees to the meeting.

Apologies had been received from the WG Partnership Team.

No conflict of interests had been declared in advance of the meeting.

The Board agreed that the minutes were a true and accurate record of discussions.

The actions were reviewed by the Board.

Eleri Gwyn, Deputy Headteacher was welcomed to the meeting and gave an in-depth presentation to the Board about the curriculum design process at Ysgol Dyffryn Conwy.

The challenges facing practitioners were also mentioned, in particular the additional time required to embrace the requirements of the new GCSEs and the continuous assessments of learners’ progress. Eleri Gwyn noted how resources commissioned by Adnodd have been warmly welcomed by practitioners and are now being used to support the teaching and learning of the new GCSEs.

The Board members had the opportunity to browse learners’ schoolbooks to see working examples of assessment templates and methods used at the school.

GD thanked members who had participated in the well-being session led by Pethau Bychain on 27 April.

GD noted that some members had engaged with ARAD Research to discuss the ripple effect mapping work.

Action: Present the findings of the ripple effect mapping to the Board in July.

Board member performance review meetings will be held in May, following the Chair’s performance review with WG in March.

GD and EG had met in March for a planning session during which the Chief Executive’s objectives were discussed.

GD attended a Public Bodies’ Chair’s meeting, which provided an opportunity to discuss:

• Audit Wales and fees
• Cybersecurity
• Senedd Election
• Public appointments process

GD noted that the AI training delivered by Cardiff University in February had been well received by staff and members who were able to attend.

The Committee had met on 15 April.

Committee Effectiveness survey

The ARAC Survey 2025-26 which indicates strong confidence in the Committee’s overall effectiveness. The survey highlighted upcoming succession risks and the need for enhanced training for new and prospective members to ensure resilience.  The relatively low level of remuneration offered may also impact recruitment to ARAC roles.

Internal audit

The audit plan 2026-27 was agreed by the Committee. Three audits will be conducted within the year: two assurance audits looking at information governance and financial controls and one advisory audit to support the engagement and communications function.

Contract management audit report

The audit provided ‘reasonable assurance’. It was noted that overall, contract management is functioning well and observations from the report will provide opportunities to strengthen practices.

Risk management

ARAC welcomed the refreshed risk register to reflect the growing maturity of the organisation; and deep dives into specific risks will be scheduled for the next meetings.

The Chief Executive report provided an overview of Adnodd’s work and progress since the last Board meeting in January. EG noted that following a period of establishment and growth, the focus has shifted towards organisational maturity now that a full staff team is in place.

The operational plan and the refreshed risk register are aligned to clearly defined corporate objectives. These reflect Adnodd’s readiness to respond swiftly and confidently to government priorities following the Senedd elections in May.

LlS provided an update on the following workstreams:

Invitation to tender (ITT)

The Commissioning Team is currently communicating the assessment outcomes to the applicants of the following lots:

• Human Rights

• Hanes Cymru (The History of Wales)
• Anti-racism

High standards were demonstrated across the three lots. A successful applicant had been appointed in two of the three lots. The procurement of the third lot was halted for technical reasons and will shortly be re-issued. The team is currently looking at improving the process and consideration will be given to include an interview stage as part of the assessment.

Supplier Framework

LlS noted that the assessment process of over 100 suppliers had been completed on Friday 24 April.

The outcome provides Adnodd with a strong supplier base with the potential to work with us.

The framework will be re-opened later in the year to target and address any gaps.

A number of open opportunities will be available on the Framework during the summer which forms part of a new pattern of seasonal commissioning cycles.

Quality Assurance framework (QAF)

The Quality Assurance Framework (QAF) and the user experience principles will be published on Adnodd’s website. Following this, there will be a specific and careful campaign targeted at suppliers and partners to communicate the QAF.

Action: Present a QAF update to the Board in July.

Adnodd Friends

LlS noted that some Adnodd Friends are on the supplier framework. Identified gaps will be targeted when the framework reopens.

Human resources

A part-time secondment role was arranged in January to support the commissioning team until the newly appointed Commissioning and Quality Officer could start. Given that the new officer, who started in role on 22 April, will start maternity leave at the end of August 2026 secondment will be extended on a full-time basis to cover the maternity period.

Staff forum

KD noted that the staff forum had been instrumental in the staff engagement survey work with Effectus HR.

The forum had been reviewing the suite of human resources policies as they approach their renewal dates, the most recent tranche has now been approved by ARAC.

The new Annual Leave policy was reviewed by the forum and approved by ARAC in April.

Annual pay award 2026-27

At its April meeting, ARAC considered the terms and conditions of Adnodd staff along with benchmarked data on non-financial rewards offered by other bodies and the provisional planning assumptions provided by WG for 2026-27. ARAC offered its advice to EG to support a fair and appropriate pay award review process.

Chief Executive pay

ARAC also discussed the clause within the Chief Executive’s terms and conditions of employment which states that the Board will consider a mechanism for performance related pay increases after 2025.

ARAC recommended that a closed discussion takes place between the Chair of the Board, the Chair of ARAC and the Director of Corporate Services to discuss and agree a process for the Chief Executive’s pay. The group will work with Effectus HR to devise a proposed pay structure and present to the Board in July.

It was noted that EG will not be involved in any discussions on this matter.

Finance

WG Finance Team have confirmed that the 2% year-end cash tolerance limit refers explicitly to cash in bank on 31 March.

KD noted that the final invoice from BookTrust was £20,000 less than expected, which brings the estimated underspend on resources budget to £77,545.

KD noted that future WG grant letters to Adnodd will include a resources budget allocation, identifying the funding that can be committed within the financial year.

Risk Management

The fraud fisk register will be strengthened following the anti-fraud training session on 7 May. ARAC will complete an interim review of the refreshed fraud risk register in June.

The strategic risk register has been fully refreshed following receipt of the new funding letter and extended remit letter. The new risks will be reviewed in detail by ARAC in June.

KD confirmed that two of the four cybersecurity assessments have been achieved, with a third on track to complete by the end of April.

Risk management policy

Suggestions made by internal auditors have been incorporated into the revised version. ARAC approved the suggested amendments and recommended the policy for Board approval.

Action: Omit references to initial set-up in the reviewed Risk management policy.

Decision: The Board approved the revised Risk management policy subject to the minor amendments suggested.

GD welcomed NB to the meeting.

NB congratulated the team on a positive survey outcome which achieved a high response rate of 92%. Responses to every question were notably positive, with each one scoring over 4 out of 5.

The survey findings identified a positive organisational culture with strong working relationships. The flexible working and well-being initiatives are highly valued among the staff.

NB provided an overview of the areas for potential development and noted that they primarily relate to ways of working and organisational processes, rather than culture or leadership. No immediate high-level risks arise from the survey, and identified risks are largely developmental and manageable.

A full staff team sessions has been arranged in June to share the findings and further develop the next steps.

Action: Provide a staff engagement survey update to the Board in July.

KD outlined the proposal to provide a discretionary maternity payment to employees who are not eligible for Statutory Maternity Pay (SMP).  The paper provided an overview of financial considerations and potential risks.

KD noted that the Executive Team felt that the proposed changes could have a positive indirect impact on the wider workforce, reinforcing confidence in Adnodd as a fair and supportive employer, evidencing the organisation’s commitment to its values.

ARAC discussed the matter at its April meeting and decided that it was a matter for Board.

Decision: The Board agreed to the proposed amendments to the Maternity Policy.

KD explained that drafts of the policies were presented to Board in January, and all suggestions have now been incorporated into the version provided in the papers.

Welsh language policy

KD explained that the Trio writing approach to developing bilingual content is encouraged across all aspects of Adnodd’s work.

Action: Identify examples and evidence that demonstrate the benefits of Trio Writing approach.

Next steps

Discuss the Welsh language policy with the staff team and develop an action plan to ensure that the aims for 2028 are realised.

It was suggested that the policy includes a provision for agreeing limited exceptions in specific circumstances e.g. ARAC meetings – depending on the committee’s membership.

Decision: The Board approved the Welsh language policy.

Well-being Charter

Decision: The Board approved Well-being Charter.

The corporate objectives refined and agreed by EG and GD in March, following a two-day, all-staff planning workshop in February. The objectives, activities and outputs described in the plan have been embedded into individual staff members’ development objectives.

Detailed planning is ongoing to create a more operational task-driven version into Asana (a work management platform). EG noted that an additional all-staff planning workshop has been arranged for 20 May.

EG noted that the Operational Plan must be agreed by WG officials by 30 June 2026. The final plan will be presented to the Board in the July meeting.

Action: Board members to submit any general feedback by Friday 8 May.

Action: Review the wording of the objectives.

KD presented the final draft budget to the Board.

It was explained that since the budget was presented to ARAC an amendment had been made to account for the operational underspend being used up to pay for the full-time secondment.

Additional, in-year funding is unlikely to be made available to support Wave 3 of the new National Qualifications. Funding has been allocated to support these subjects within the current commissioning budget.

Decision: The Board approved the 2026-27 Budget.

AH provided an overview of the initial work on Adnodd’s Engagement and communications strategy.

Operational direction

Year 1 (2026-27) – establish the engagement and communication function to manage and operationalise internally.

Year 2 (2027-28) – develop longer term vision and include a focus on how we understand, capture and evidence the impact of engagement and communication activity.

The strategy demonstrates Adnodd’s alignment to the Future Generations Commission’s Five Ways of Working, which are principles to consider when engaging with internal and external partners.

GD noted the dates of upcoming training sessions and future Board meeting dates.